The nominee proposed by the sole member of an OPC is liable to be changed under specific circumstances, and it requires the submission of the respective forms and documents, as mentioned in the Companies (Incorporation) Rules, 2014.
The notion of the OPC was introduced in the Companies Act of 2013 and was viewed as a revolutionary move in the world of corporate law. As the name implies, although the OPC would comprise only a sole member, a Nominee in the OPC is required to be designated, who would take the former’s place in case of death or incapacitation of the person.
Predicaments Under Which a Nominee is Changed in a OPC:
A Nominee in OPC is changed when the situations mentioned below show up:
- Withdrawal of consent by the nominee itself
- The sole member decides to change the nominee
- Sole member of faces death or disability
Withdrawal of Consent by the Nominee:
- The Nominee in OPC can withdraw the consent by oneself as per the rules specified in the Companies (Incorporation) Rules, 2014, provided notice is duly served to the sole member of the OPC
- Under such circumstances, the sole member designates another person as a nominee within 15 days of receiving the notice of withdrawal.
- It is mandatory that a person thus designated is an Indian citizen and also is a resident of India and should not be a minor
- The sole member intimates the OPC with respect to the new nomination and also furnishes the written consent of the new nominee
- The person thus newly nominated shall give the consent to be appointed as a Nominee in OPC through the e-Form INC-3 and the same is required to be presented to the Registrar
- The OPC, within 30 days of receiving the withdrawal notice should file
- a) Form INC 4 along with the stipulated fee, the notice of withdrawal, and details pertaining to the new nomination
- b) Form INC 3 along with the stipulated fee, with the written consent of the new nominee
The following documents are to be attached with the e-Form INC-4:
- Consent of the new nominee appointed by the sole member in form INC-3
- Copy of the new nominee’s PAN (Permanent Account Number) card
- identity proof of the new nominee
- Proof of residence of the new nominee.
2. The Sole Member of the OPC Decides to Change the Nominee:
- As per the Companies (Incorporation) Rules, 2014, the sole member of an OPC can by writing to the OPC, change the elected nominee
- The sole member, however, has to obtain the consent of the incoming new nominee through Form INC-3, for which the PAN of the new Nominee in OPC is mandatory
- On such intimation to the OPC, the company, within 30 days, shall submit to the Registrar, a notice of change in the e-Form INC-4 together with the stipulated fee as mentioned in the Companies (Registration Offices and Fees) Rules, 2014
- Along with the consent and the PAN card copy of the new nominee, identity, and residential proofs are to be attached.
3. Sole Member of the OPC Faces Death or Disability:
In circumstances, wherein the sole member of the OPC dies or gets disabled, the nominee steps into the shoes of the sole member of the One Person Company. This implies that the nominee, having become the sole member, would now have to appoint another nominee in turn, within 15 days from the date of becoming the sole member. The consent of the latter is required to be obtained through the form INC-3.
If the situation has arisen due to the death of the sole member, the death certificate is to be attached along with the Form INC-4 with the prescribed fee as stated in the Companies (Registration offices and fees) Rules, 2014.
Therefore, the following documents are to be attached along with the e-Form INC -4:
- Consent of the Nominee in OPC who is replacing the earlier one, who stepped into the position of the sole member, through the Form INC-3
- Copy of the PAN card of the new nominee
- Identity and residential proof of the new nominee.
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